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Nest Developer Terms of Service

Last modified: September 10, 2018

Nest Labs, Inc. ("Nest," "we," "our," or "us" in these terms) maintains a platform that enables the interconnection and communication of devices and data services (the "Nest Platform"). Our goal is to empower you – our developers – to build new and innovative user experiences that leverage and enhance Nest products.

These Developer Terms of Service (these "Terms") include quality and functional rules, and other legal terms, that we require all developers to accept and implement as a condition of accessing and using our application programming interfaces ("API" or the "Nest API") and any documentation, materials, code, data (including Customer Data, as defined below), and other materials made available to you by Nest (collectively with the Nest API, the "Nest Developer Materials") to develop a client for use in connection with the Nest Platform ("Client"). These Terms help us ensure that our consumer data and experience is protected. They also help us maintain the quality and reliability of Nest products and services as well as the overall ecosystem. If you use the Nest API as an interface to, or in conjunction with, other Nest products and services, then the terms of those products and services also apply to you and your end users.

You may authorize up to 50 unique Nest accounts per Client prior to submitting the Client to Nest for approval. See Section IV below for more details about the approval process. Upon receipt of approval from Nest, you may authorize up to 10,000 unique Nest accounts per Client. If you need to authorize more than 50 unique Nest accounts per Client, select the Submit for review link on the Clients page.

I. Account and Registration

Creating an Account. You need to use a current Nest account or create a new Nest account in order to use the Nest API and other Nest Developer Materials. Prior to formal approval of your request to create a Nest account, you will have to verify your contact information via email. Nest may withhold approval of your account for any reason. It's your responsibility to keep your password, account credentials, and accounts secure. You should notify Nest immediately if any unauthorized use, or suspected unauthorized use, of your Nest account occurs or if any other breach of security occurs. Nest is not liable for any loss or damage arising from your failure to comply with these requirements. As part of setting up a Nest account, you accept the Nest Terms of Service. Your use of the Nest Developer Materials is subject to these Terms as well as the Nest Terms of Service.

Registration. You will be required to provide certain information (e.g., your contact details, description of your product or service, your targeted number of users, etc.) as part of the registration process to access the Nest API or as part of your continued use of the Nest API. You agree you will update your registration information so that it is always accurate.

Accepting these Terms. You may use the Nest API and other Nest Developer Materials only if you can form a binding contract with Nest, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. You represent that you are 18 years of age or over, have the authority and capacity to accept these Terms, and agree to be bound by these Terms. If you open a Nest account on behalf of a company, organization, or other entity, then (i) "you" includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf.

Subsidiaries and Affiliates. You agree that Nest subsidiaries and affiliates may provide the Nest Developer Materials to you on behalf of Nest and these Terms will govern your relationship with these companies. A company is an "affiliate" of another company if it directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the other company.

II. Use of Nest Developer Materials

Right to Access and Use of Nest Developer Materials. Subject to these Terms, Nest grants you a limited, revocable, non-transferable, non-exclusive, right (without the right to sublicense) to access and use the Nest Developer Materials, solely to the extent necessary for you to create a Client that operates with the Nest Platform and not products, components, or services that are competitive with the Nest Platform.

Permitted Access. You may access and use the Nest API and other Nest Developer Materials only as expressly permitted by the means described in the documentation or instructions Nest provides. You will not misrepresent or mask either your identity or your Client’s identity when using the Nest API.

API Calls. Nest may set limits on the number of API calls that you can make in the interest of service stability and creating the best experience for users. If you exceed these limits, Nest may throttle your activity or cease offering you access to the Nest API altogether in Nest’s sole discretion. You agree to such limitations and will not attempt to circumvent such limitations.

Open Source Software. Some of the software required by or included with the Nest API may be offered under an open source license. Open source software licenses constitute separate written agreements. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with Nest for the applicable open source software.

Monitoring. Nest may monitor the use of the Nest Developer Materials to ensure quality, improve Nest products and services, or verify your compliance with these Terms. You will not interfere with such monitoring.

Compliance with Law. You will use the Nest API and other Nest Developer Materials only as permitted by and in accordance with all applicable laws (including without limitation laws regarding the import or export of data or software, privacy, or local laws). You will not use the Nest API or other Nest Developer Materials to encourage or promote illegal activity. You also will require end users to comply with all applicable laws and these Terms. You will not knowingly enable end users to violate applicable laws or these Terms.

III. Prohibitions

Unless otherwise approved in writing by Nest, you will not use the Nest API and other Nest Developer Materials to:

Implement functionality that interferes with the core functionality of Nest products or services.
Collect, aggregate, re-syndicate, retain, log or store Customer Data (as defined below) received via the Nest API beyond 10 trailing days from the date when the data is received.
Share Customer Data (as defined below) received via the Nest API with third parties.
Aggregate control of Nest products, services, or Customer Data across multiple households except to the extent Nest permits control of multiple homes in a single Nest account.
Create a Client that performs demand response or other energy management programs such as those offered by electric, gas, water or similar companies or energy markets.
Offer or advertise a Client that provides emergency response, notification services, life-safety, or other critical use services that require notifications to be provided without interruption.
Create a Client or otherwise use Customer Data to evaluate end users or their property individually or in aggregate for insurance or other financial products and services.
Breach the terms and conditions governing the use of any Nest product or service.
Harm, defame, abuse, harass, stalk, threaten, endanger the safety, or violate the legal rights (such as rights of privacy and publicity) of any person or encourage any third party to do the same.
Upload, post, transmit or otherwise make available any inappropriate, defamatory, obscene, or unlawful content.
Create a Client that functions substantially the same as the Nest API or other Nest Developer Materials and offer it for use by third parties.
Perform an action with the intent of introducing to Nest products and services any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.
Access or control any customer accounts or any devices linked to any customer accounts in a manner that could cause any harm, damage, or loss.
Use the Nest API to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the Department of State.

In addition, you will not (i) interfere with or disrupt the Nest API or the servers or networks providing the Nest API; (ii) tamper with the security of any of the hardware, software or networks used by Nest to make the Nest Developer Materials available or tamper with any customer accounts; (iii) disable, circumvent or avoid any security device, mechanism, protocol or procedure established by Nest; or (iv) permit others to do any of the foregoing.

You will also not use any Customer Data for any purpose other than delivering your services in accordance with the express and affirmative permissions, consents, and authorizations obtained by you in compliance with applicable laws. Prior to processing any Customer Data, you must provide adequate notice and disclosure to Nest, and the applicable Nest user, regarding the scope and purposes of your use of Customer Data, in compliance with applicable laws. You will not make any unfair, deceptive, false, or misleading statements as part of obtaining any access to Customer Data.

IV. Clients

Information. You agree you will provide accurate and up-to-date customer-facing information and justifications on your Client.

User Interface Guidelines. You agree to build your Client in accordance with the Nest User Interface Guidelines.

Approval. If your Client authorizes more than 50 unique Nest accounts, it must be submitted to Nest for approval prior to distribution and use by additional end users. Nest reserves the right to review for approval a Client that authorizes fewer than this number of unique Nest accounts. As part of the approval process, Nest will require you to submit certain technical information as well as proposed marketing assets, and Nest may require you to provide products or other hardware needed to test the Client. Select the Submit for review link on the Clients page if your Client requires approval.

Investigation and Suspension/Termination. Nest reserves the right to investigate any Client for compliance with these Terms. Such investigations may include Nest accessing and using your Client, for example to identify stability or security issues that could affect Nest or its customers. You consent to any such investigation. Nest may immediately suspend or terminate access to the Nest API or other Nest Developer Materials by you or your Client without notice if we determine, in our sole discretion, that you are causing stability or security issues or are otherwise in violation of these Terms.

V. Security and Privacy

Security. You will use all reasonable efforts to protect Customer Data (as defined below) collected by your Client, including without limitation any personally identifiable information (PII), from unauthorized access or use in accordance with all applicable laws. In the event your systems or infrastructure that are used for storage, processing or hosting Customer Data are breached or compromised, or if Customer Data is inadvertently exposed to non-authorized third parties, you shall notify Nest promptly of such a breach or exposure and provide all available information, including root cause analysis, remediation steps and compensating controls to ensure such a breach does not occur in the future. You are responsible for providing customer notification under the state breach notification statutes or laws globally and any other applicable privacy laws and you will bear the costs incurred by you and Nest resulting from your breach or exposure. You acknowledge that you are solely responsible for any personal injury or property damage arising from or relating to your use of any Nest Developer Materials or any authorized or unauthorized use of your Client.

Privacy and PII. "Customer Data" means any and all technical information, PII, device usage information, or other information derived from access to or use of any of the Nest API and other Nest Developer Materials, including but not limited to data acquired from or through the Nest API that relates to any end users of any Nest products and services or pertains to use of any Nest products and services by such end users. You agree that you are solely responsible for obtaining all required consents and/or other lawful bases for processing from end users in connection with any use of your Clients and the Nest Developer Materials (including the Nest API), which consents will be compliant with all applicable data protection legislation and other privacy laws, rules, and regulations. Without limiting the foregoing, before collecting any Customer Data or other information from end users of your Client, you must provide adequate and accurate notice of what Customer Data and other information you collect and how it will be used and/or shared and obtain any necessary consents and/or other lawful bases for processing. You and your Client will solely be responsible for compliance with all applicable privacy laws and regulations (including those applying to PII and the General Data Protection Regulation, as applicable) in connection with your processing, access and use of the Nest Developer Materials and Nest Platform, including but not limited to (i) ensuring that Customer Data is lawfully processed, (ii) the provision and exercise of individual rights under applicable privacy laws, and (iii) matters relating to a request from and other interactions with a supervisory authority. You will provide and adhere to a privacy policy for your Client that: (i) complies with all applicable laws, rules, and regulations, (ii) is conspicuously displayed to all end users of your Client and is publicly available and easily accessible, and (iii) clearly and accurately describes to end users of your Client what data and user information you collect (such as PII, login information, etc.) and how you use and share such information (including for advertising), including with Nest and third parties. You must comply with your privacy policy and it must not modify, supersede, or be inconsistent with the Nest terms and policies. For example, Customer Data obtained from Nest cannot be transferred to a data broker or sold, even if you disclose this in your privacy policy. If a user requests of you or Nest to have any Customer Data removed or deleted, or performs an action on a Nest product or service the reflects this intent, you agree to promptly honor the user’s or Nest’s request and to remove or delete such Customer Data from your servers and other assets, including back-ups, to the extent reasonably possible, or to anonymize the Customer Data so it cannot be tied back to a user’s identity. You are solely responsible for your access, use, and processing, and disclosure (to service providers only as permitted below) of Customer Data and, to the extent your processing of Customer Data is subject to European data protection laws, you will act as and be considered the sole data controller with respect to your and your Client's processing of Customer Data. You must also obtain all applicable consents from your users before you give or share with us any information that you independently collected from them. You must provide meaningful customer support for your service and make it easy for people to contact you with complaints or inquiries.

Data Use. You will not permit use of any Customer Data or disclose any Customer Data to any third party except to those third party service providers (where applicable, processors and/or subprocessors) that provide administrative services on your behalf in connection with your Client and that are obligated to maintain and use Customer Data only for your own benefit, under reasonable confidentiality terms, and otherwise in accordance with all applicable laws, and unless you make them sign a contract to: (a) protect any Customer Data you obtained from us (that is at least as protective as our terms and policies), (b) limit their use of that user data solely to using it on your behalf to provide services to you (and not for their own purposes or any other purposes), and (c) keep it secure and confidential. You must ensure they comply with our terms and policies (and are responsible for their non-compliance). Your Client may use Customer Data only as required for use and access to your Client by the end user to whom such Customer Data relates. You will not use or disclose any information derived directly or indirectly from the Customer Data for any purpose other than as set forth above. Without limiting the generality of the foregoing, you will not use any part of the Customer Data to create a database separate from your Client or transmit all or part of the Customer Data to any third party for any use separate from your Client. Any use of Customer Data other than as expressly permitted by these Terms is strictly prohibited.

EU-U.S. Privacy Shield and Swiss-US Privacy Shield. If you access, use, or process personal information made available by Nest that directly or indirectly identifies an individual and that originated in the European Union or Switzerland ("EU Personal Information"), then you must:

comply with all applicable privacy, data security, and data protection laws, directives, regulations, and rules;
access, use or process EU Personal Information only for purposes that are consistent with the consent obtained from the individual to whom the EU Personal Information relates;
implement appropriate organizational and technical measures to protect EU Personal Information against loss, misuse, and
unauthorized or unlawful access, disclosure, alteration and destruction; and provide the same level of protection as is required by the Privacy Shield Principles.

You must monitor your compliance with these conditions on a regular basis. If, at any time, you cannot meet these conditions (or if there is a significant risk that you will not be able to meet them), you must immediately notify us by email to privacy@nest.com and immediately either stop processing EU Personal Information or take reasonable and appropriate steps to restore an adequate level of protection.

VI. Ownership and License

Your Clients. Nest does not acquire ownership in your Client by your use of the Nest API or other Nest Developer Materials. You represent and warrant that you have the necessary rights to provide all content you use in connection with the Nest API or your Client and to grant all necessary licenses.

Nest Developer Materials and Customer Data. By using the Nest API and Nest Developer Materials, you do not acquire ownership of any rights in the Nest API, other Nest Developer Materials, the Nest Platform, or any data, content or information that is transmitted or accessed through the Nest API, including without limitation, any Customer Data.

The Nest Developer Materials and Nest Platform are protected by United States intellectual property laws, including without limitation copyright laws, and international treaty provisions. You will not remove or alter any proprietary notices or marks on the Nest Developer Materials. You will not reverse engineer or attempt to extract the source code from the Nest API, other Nest Developer Materials, or any related software, except to the extent that this restriction is expressly prohibited by applicable law and then in such case, the information derived will be maintained in strict confidence. You also will not sublicense, lease, rent, loan, distribute, sell, transfer or make available the Nest API or other Nest Developer Materials to any third party except as specifically permitted by these Terms. Nest Developer Materials are licensed and not sold. Nest reserves all rights not expressly granted in these Terms.

If we receive any feedback, suggestions, ideas, reports, or other information relating to any Nest Developer Materials or any Nest products or services, Nest and its subsidiaries and affiliates may use such information without obligation to you. By using the Nest API, you agree that Nest and its subsidiaries and affiliates can use submitted information in accordance with Nest’s privacy policies.

Updates to the Nest API. We reserve the right to modify or update the Nest Developer Materials and Nest Platform at any time, for any reason, and without notice to you, though we will try to provide as much prior notice as possible. If Nest makes updates, revisions, breaking changes or in any way modifies the Nest API or other Nest Developer Materials, you agree to make changes to your Client to ensure continued service for your end users. We may add or remove functionalities or features at our discretion, and we do not guarantee that your Client will function with any future or modified versions of any Nest Developer Materials or the Nest Platform. Clients that are not updated in response to changes in the Nest API must be taken down immediately and you agree to provide notice to end users of the takedown.

Content Upload. The Nest API may allow the upload of content. You give Nest a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to Use content submitted, posted, or displayed to or from the Nest API through your Client. "Use" means use, host, store, modify, communicate, and publish. This license enables Nest to provide, secure, promote, and improve the Nest API and Nest products and services in accordance with Nest privacy policies. Before you submit content to the Nest API through your Client, you will ensure that you have the necessary rights (including the necessary rights from your end users) to grant us this license.

VII. Branding and Attribution

Nest Brand. Except where expressly stated, these Terms do not grant either party any right, title or interest in or to the other party’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (collectively, "Branding"). You agree to follow Nest's UI & Marketing Guidelines when using any Nest Branding. Any use by you of Nest's Branding (including any goodwill associated therewith) will inure to the benefit of Nest.

Attribution and Promotion. You agree to display any attribution(s) required by Nest upon reasonable notice from Nest. Nest hereby grants to you a limited, revocable, nontransferable, nonsublicenseable, nonexclusive license during the term to display Nest's Branding for the purpose of promoting or advertising the Nest API and other Nest Developer Materials, provided Nest must provide prior written approval of any promotions, reports or marketing of Nest Branding, the Nest API or other Nest Developer Materials. You understand and agree that Nest has the sole discretion to determine whether your attribution(s) and your use of Nest's Branding is in accordance with Nest’s requirements and guidelines.

Publicity. You will not make any statement regarding your use of the Nest API that suggests partnership with, sponsorship by or endorsement by Nest without Nest's prior written approval.

Promotional and Marketing Use. In the course of promoting, marketing, or demonstrating the Nest API, Nest Developer Materials, Nest Platform and Nest products, Nest may produce, distribute and use depictions, screenshots, video, or other content from your Client, and may use your company or product name and logos. You hereby grant Nest all necessary rights for these purposes.

VIII. Termination

Termination. You may stop using the Nest API at any time with or without notice. Further, if you want to terminate these Terms, you must provide Nest with 30 days prior written notice and, subject to the post-termination obligations and the surviving provisions set forth in these Terms, upon the expiration of such 30-day period, these Terms will terminate.

Without limiting any other right or remedy of Nest hereunder, Nest will have the right to immediately terminate these Terms and/or suspend or terminate access to the Nest API or other Nest Developer Materials by you or your Client without liability or other obligation to you and without notice.

Your Obligations Post-Termination. Upon any termination or expiration of these Terms or discontinuation of your access to the Nest API, you must immediately cease all use of any Nest Developer Materials and Nest Branding and delete all copies thereof. You also immediately will stop collecting any information from users and will delete all information (including Customer Data) obtained via the Nest API or other Nest Developer Materials. Upon Nest’s request, you will provide Nest with written confirmation that all Customer Data has been deleted and communicate to end users that your Client is no longer available.

Surviving Provisions. When these terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections III, V, VI, VIII, IX, X, and XI.

IX. Liability

WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE NEST APIS AND OTHER NEST DEVELOPER MATERIALS IS AT YOUR SOLE RISK AND THAT THE NEST API AND OTHER NEST DEVELOPER MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. NONE OF NEST OR ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS OR DISTRIBUTORS MAKES ANY SPECIFIC PROMISES ABOUT THE NEST API OR OTHER NEST DEVELOPER MATERIALS. FOR EXAMPLE, WE DON'T MAKE ANY COMMITMENTS ABOUT THE QUALITY OF THE NEST DEVELOPER MATERIALS OR THE CONTENT ACCESSED THROUGH THE NEST APIS, THEIR RELIABILITY, AVAILABILITY OR ABILITY TO MEET YOUR NEEDS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEST AND ITS SUBSIDIARIES AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

You acknowledge that the Nest API and other Nest Developer Materials may allow you to control Nest devices and software or gain access to certain information, which may impact the safety of Nest customers and end users of Nest’s products and services. Depending on how you use the Nest API and other Nest Developer Materials, you could harm persons or damage or destroy Nest devices or the homes and personal property of end users. In using the Nest API and other Nest Developer Materials, you must take steps to design and test your Clients to ensure that your Clients do not present risks of personal injury or death, property damage, or other losses. You must implement all reasonable security measures in accordance with all applicable laws to ensure that no third party may gain unauthorized access to any Customer Data or Nest product and service. You must design your Client so that any failure of any security measure included in your Client, the Nest Platform, and/or any Nest product or service does not cause personal injury, death, property damage, or other losses. If you choose to use the Nest API and other Nest Developer Materials, you assume all risk that your use of the Nest API and other Nest Developer Materials causes any damage, harm, injury, or loss, including without limitation to the end users of your Client or other Nest customers or end users. You agree that you are solely responsible for any damage, harm, injury, or loss arising from or relating to your Client or your use of the Nest API and other Nest Developer Materials and you agree to hold Nest and its subsidiaries and affiliates harmless from all such damage, harm, injury, or loss.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEST, AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF NEST, AND ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THESE TERMS, INCLUDING FOR ANY WARRANTIES THAT MAY NOT LEGALLY BE EXCLUDED, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE NEST API AND NEST DEVELOPER MATERIALS DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR $5.00, WHICHEVER IS GREATER.

Indemnification. You agree to hold harmless and indemnify Nest, and its subsidiaries, affiliates, officers, agents, and employees, or partners, from and against any third-party claim arising from or in any way related to:

your breach of any of the provisions of these Terms;
any personal injury or property damage arising from or relating to your use of the Nest Developer Materials or any authorized or unauthorized use of your Client or service;
your collection or use of Customer Data;
any infringement, misappropriation or other violation of any intellectual property or proprietary right, right of privacy, right of publicity or other right by you, your Client or any use of your Client by you or any third party; or
any violation of any listing or certification requirements, law, rule, or regulation by your Client or any use of your Client by you or any third party,

including without limitation any liability, cost or expense arising from all claims, losses, damages (actual and consequential), suits, judgments handed down in any jurisdiction, litigation costs and attorneys' fees, of every kind and nature.

X. Other Legal Terms and Conditions

Nest DMCA Policy. We provide information to help copyright holders manage their intellectual property online, but we can't determine whether something is being used legally or not without their input. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you think somebody is violating your copyrights and want to notify us, please contact us.

Independent Development. Provided there is no infringement of your intellectual property rights, these Terms do not impair the rights of Nest or its subsidiaries and affiliates to develop, manufacture, purchase, use or market, directly or indirectly, alone or with others, products or services competitive with those offered by you.

Confidential Information. Our communications to you and the Nest Developer Materials may contain Nest confidential information. If you receive any materials or communications that are marked confidential or that would normally be considered confidential under the circumstances, then you will not disclose it to any third party without Nest's prior written consent. Nest confidential information does not include information that you already rightfully knew, that becomes public through no fault of your own, that you independently developed, or that was lawfully given to you by a third party. You may disclose Nest confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.

Modification. We may modify these Terms from time to time, so please check back to see the latest applicable version on-line and in our developer portal. You agree that your continued use of the Nest Developer Materials constitutes acceptance of the modified terms.

General Legal Terms. These Terms control the relationship between Nest, and its subsidiaries and affiliates, and you. They do not create any third party beneficiary rights. No waiver of any term of these Terms constitutes a further or continuing waiver of such term or any other term, and Nest’s failure to assert any right or provision under these Terms do not constitute a waiver of such right or provision. You may not assign these Terms, in whole or in part, without our prior written consent. Nest may assign these Terms without restriction. Any assignment in violation of this section is null and void. These Terms, together with any amendments, side letters and any additional agreements you may enter into with Nest in connection with the Nest Developer Materials, constitute the entire agreement between you and Nest concerning the Nest Developer Materials. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect. The laws of California, U.S.A., excluding California's choice of law rules, will apply to any disputes arising out of or related to these terms or the services. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY WHOSE PRINCIPAL PLACE OF BUSINESS IS LOCATED IN THE UNITED STATES OR YOU ARE ENTERING INTO THESE TERMS AS AN INDIVIDUAL AND YOU RESIDE IN THE UNITED STATES OF AMERICA, YOU EXPRESSLY AGREE THAT ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA, AND YOU AND NEST CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

If you are entering into these Terms on behalf of an entity whose principal place of business is located outside of the United States or you are entering into these Terms as an individual and you reside in any jurisdiction other than the United States of America, any dispute, controversy or claim arising out of or related to these Terms, or the interpretation, performance or enforcement of these Terms will be referred to and be finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce (the "ICC Rules"), without recourse to the ordinary courts of law. The arbitral panel will determine the rights and obligations of the parties in accordance with the substantive laws of the State of California, USA without regard to any conflicts of law principles. Any procedural issues not resolved by these Terms or the ICC Rules will be governed by the laws of the United States. The seat, or legal place, of arbitration will be Santa Clara County, California (United States). The language to be used in the arbitral proceedings will be English. Judgment on an award may be entered by any court of competent jurisdiction. No arbitration proceeding will include class action arbitration. Notwithstanding anything to the contrary stated herein, nothing in these Terms restricts either party’s right to seek or obtain temporary or permanent injunctive relief in any court of competent jurisdiction.